General terms of sale and supply of services

Order confirmation

A

For the purposes of Orders, "Integral” is understood to refer to product manufactured with raw material supplied by us. The portion corresponding to raw material is subject to adjustment, up to the invoice date, calculated on the variation in the price of metals on the London Metals Exchange (LME) and of the US Dollar.

B

In the case of "Industrialization", the raw material must be supplied by you. Accordingly, our meeting the delivery deadline is dependent on the receipt of raw material at our premises not more than five (5) days from the issue of this order.

C

If the raw material delivered to us is not sufficient to produce all the items ordered, we shall be automatically authorized to supply the shortfall. In this case, you will be invoiced for the cost of the "Integral" supply.

D

In the case of special material manufactured to order, the sale or supply of services shall be irrevocable. If billing is impossible due to financial problems of the buyer or the placer of the order, or if liabilities to Termomecanica São Paulo S.A. for previous transactions have not been met, a fine will be applied for cancellation of the transaction representing the cost of preparing the material ordered and manufactured.

E

Exceptionally, in the situation described in "c" above, Termomecanica São Paulo S.A will invoice the items ordered, up to the credit limit established after a strict analysis of the records of the buyer or placer of the order. If this limit is exceeded, the difference will be automatically charged on the basis of integral supply.

F

If the buyer has not met any other liability to Termomecanica punctually, we shall have the right to cancel deliveries under this Order until the buyer has paid the overdue amount.

1

Prices shown in this order confirmation are payable in cash in Reais, and subject to change without prior notice.

2

For term payments, prices will be increased by financial charges at the rates ruling on the invoice date. Due date for payment will be calculated from the date of issue of the corresponding tax receipt.

3

Late payments will be charged arrears interest, without the need for notice to be given, at a rate of 1% (one percent) per month or part thereof, plus a fine of 10% and reimbursement of collection costs and charges as from the due date.

4

Because of the special nature of the production process, the delivery date indicated overleaf is an estimate, and in exceptional circumstances may be advanced or delayed by up to five (5) days. In such cases, Termomecanica shall not bear any liability.

5

The customer is aware and accepts that withdrawal of the merchandise must be authorized in advance by Termomecanica’s logistics sector, and can only take place against a signature on the delivery stub accompanying the Tax Receipt. Thus the customer authorizes and allows its commercial partners, employees and/or other staff to withdraw or receive the goods from Termomecanica, and to check the goods and sign the corresponding delivery stub.

6

Tolerance in the amount supplied is +/- 20% (twenty percent), with a minimum of 100 kg and a maximum of 400 Kg. The buyer must check the amount, weight and specifications of the material ordered on delivery. No subsequent claims will be entertained.

7

The prices shown on this Order include PIS, COFINS and other tax charges, as per the legislation in force on this date. IPI, if payable, will be added at the time of invoicing at the rate ruling on that date. If these charges are amended, or if new taxes are introduced on the goods covered by this order after the date hereof, the prices will be adjusted to reflect these amendments.

8

As from five (5) days from the placing of this order, it may only be cancelled by the Seller. If the buyer wishes to cancel the order, it will have to bear all the costs of producing the goods ordered, and in the event of manufacture, the Seller shall be authorized to return the raw material in its current state.

8.1

In addition to the reimbursement provided for in section 7, the buyer shall also be liable for indirect loss or damage arising from cancellation, as well as paying a fine of 30% of the total price of the order.

8.2

Termomecanica may demand a larger indemnity, if the penalties determined herein are not sufficient to cover its losses from the cancellation of the order. If judicial or extrajudicial action is taken, legal fees shall be payable on the basis of 20% of the amount claimed.

9

Termomecanica’s total liability for direct damage arising from its failure to meet any obligation, or from the cancellation of the order, shall not under any circumstances exceed the value of the material or service sold.Termomecanica shall not be liable for any fines, indirect damage, loss of profits or third party claims.

10

We would stress that the material must be stored in an environment free from humidity or dust.

11

The packaging must not be broken or stacked in such a way as to damage the material.

12

If there is a complaint and the material is returned, our Quality Control will carry out an inspection within 72 hours of receipt of the product. If return is found to be unjustified, costs of inspection, labor, freight and tax will be for the customer’s account.

13

The deadline for claims for hidden defects in the product is 90 days, subject to the provisions of section 5.

14

Failure to comply with the procedure for technical complaints about the product covered by this order will result in refusal by Termomecanica to accept the material back from the buyer.

15

Any amendment or addition to this Order must be in writing and signed by both parties.

16

The courts of the judicial district of São Bernardo do Campo (SP) is hereby elected to settle any disputes arising out of this Order.

Termomecanica, one of the major private companies in Brazil, is a leader in the non-ferrous metals (copper and its alloys) processing sector.

Access to B2B TM

Terms of Use - TERMOMECANICA SÃO PAULO S/A Website.

1. Any and all user access to this website, as well as its use for any purpose, will subject the user to all terms and condition described below, and considered its full acceptance, in addition to the law in force, ethical conduct and public order. Likewise, the user commits not to use this website and its contents insidiously against rights and interests of third parties, or any other use that might cause any damage to other people.

2. The user also commits to use contents of this website lawfully and do not copy, distribute, tamper or disclose its content, unless expressly authorized by Termomecanica São Paulo S.A.

3. The use of this website do not implies any type of assignment or authorization to the user regarding licenses or rights, either owned by Termomecanica São Paulo S.A., its affiliates or third parties.

4. Likewise, Termomecanica São Paulo S.A. cannot be held liable for damages, losses and/or loss of profits of any nature, arising from viruses or any other harmful programs existing on the web which may cause changes and/or malfunctions to equipment or applications of users.

5. Termomecanica São Paulo S.A. is exempt from any liability for damages, losses and/or loss of profits of any nature arising from any breach of intellectual or industrial property rights, trade secrets, any type of contractual commitment or any other right guaranteed by law from transmission, distribution, storage, sharing, receiving, obtaining or accessing this website or its contents by unauthorized users.

6. Any and all personal data of users stored on this website will be kept in a safe server and shall not be disclosed in any circumstance.

7. The use and/or linking of this website and its contents by unauthorized websites, such as accessing links, references and/or any other linking form is forbidden. Termomecanica São Paulo S.A. is exempt from any liability for any damage of this nature.

8. Termomecanica São Paulo S.A. just makes its portfolio available to users of this website, with all relevant technical specifications. In this sense, the company disclaims liability for use and application of its products in conditions and events other than those expected. Termomecanica São Paulo S.A. reserves the right to change specifications of its products and services without notice, therefore, variances between the website and the product catalog may occur. In doubt, users can contact the technical support of Termomecanica São Paulo S.A. by the phone (11) 4366-9762.

9. Purchasing orders for items submitted to this website subject the purchaser to the General Conditions of Purchase, available in the Purchasing Order issued by Termomecanica São Paulo S.A.

10. Termomecanica São Paulo S.A. reserves the right to change these Terms and Conditions at any time and whenever necessary, arising either from legal purposes or institutional and/or business objectives.

11. Termomecanica São Paulo S.A. also reserves the right to interrupt or cancel any activity of the website without notice.

12. Any dispute arising from this Terms of Use will be construed in accordance with the Brazilian law at the Court of District of São Bernardo do Campo, however privileged other court can be.